REPRESENTATIONS AND WARRANTIES OF SYNERGY. 8.1 The Purchaser represents and warrants to Knight that, as of the Effective Date:
8.1.1 The Purchaser is duly organized, validly existing, and in good standing under the laws of the State of Delaware.
8.1.2 The Purchaser has all necessary power, authority and capacity and is properly authorized to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by it and its directors and the Agreement is a legal and binding obligation of the Purchaser, enforceable against the Purchaser by Knight in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
8.1.3 The execution, delivery, and performance of this Agreement by the Purchaser does not, and the consummation of the transactions contemplated herein will not, violate any provisions of the Purchaser’s organizational documents, any Law or regulation applicable to the Purchaser, or any agreement, mortgage, lease, instrument, order, judgment, or decree to which the Purchaser is a party or is bound.
8.1.4 No consent or approval of, or filing with or notice to, any federal, state, provincial, or local regulatory authority, agency, or department or any other person not a party to this Agreement to which the Purchaser is a party is required or necessary to be obtained by the Purchaser or on its behalf in connection with the execution, delivery, and performance of this Agreement or to consummate the transactions contemplated hereby or thereby.
REPRESENTATIONS AND WARRANTIES OF SYNERGY. Synergy represents and warrants to NYB that the statements contained in this Article IV are correct and complete as of the date of this Agreement, subject to the standard set forth in Section 4.1 and except as set forth in the SYNERGY DISCLOSURE SCHEDULE delivered by Synergy to NYB on the date hereof, and except as to any representation or warranty which specifically relates to an earlier date, which only need be correct as of such earlier date. Synergy has made a good faith effort to ensure that the disclosure on each schedule of the SYNERGY DISCLOSURE SCHEDULE corresponds to the section referenced herein. However, for purposes of the SYNERGY DISCLOSURE SCHEDULE, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant as and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule. References to the Knowledge of Synergy shall include the Knowledge of Synergy’s Subsidiaries.
REPRESENTATIONS AND WARRANTIES OF SYNERGY. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to Callisto by Synergy on or prior to entering into this Agreement a copy of which is attached hereto as Exhibit A and incorporated herein by this reference (the "Synergy Schedule"), Synergy each hereby represents and warrants to Callisto, Parent, Callisto Merger Sub and Synergy Merger Sub that:
REPRESENTATIONS AND WARRANTIES OF SYNERGY. 13 4.1. Standard.................................................................................... 13 4.2. Organization................................................................................ 13 4.3. Capitalization.............................................................................. 14 4.4. Authority; No Violation..................................................................... 15 4.5. Consents.................................................................................... 15 4.6. Financial Statements/Regulatory Reports..................................................... 16 4.7. Taxes....................................................................................... 16 4.8. No Material Adverse Effect.................................................................. 17
REPRESENTATIONS AND WARRANTIES OF SYNERGY. Synergy hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF SYNERGY. Synergy hereby represents and warrants to Callisto, as of the date hereof and as of the Closing Date as though made at the Closing Date, subject to such exceptions as are specifically disclosed in writing (with reference to the specific sections of this Agreement to which each such exception applies; provided, however, that if any section of the Synergy Disclosure Letter, as defined below, discloses an item or information in such a way as to make its relevance to the disclosure required by another section reasonably apparent based upon the substance of such disclosure, the matter shall be deemed to have been disclosed in such other section of the Synergy Disclosure Letter, notwithstanding the omission of an appropriate cross-reference to such other section) in the disclosure letter supplied by Synergy to Callisto, dated as of the date hereof and certified by a duly authorized officer of Synergy (the “Synergy Disclosure Letter”), as follows:
REPRESENTATIONS AND WARRANTIES OF SYNERGY. Synergy hereby represents and warrants to AMZG as follows:
